PART I: FINANCIAL INFORMATION

EX-10.01 3 f89981exv10w01.txt EXHIBIT 10.01 Exhibit 10.01 [VERITAS LETTERHEAD] May 12, 2003 Geoffrey Squire [Address] Dear Geoff: This letter sets forth the understandings between you and VERITAS Software Corporation (the "Company") relating to your position with the Company. 1. Officer and Director Status. Effective as of May 12, 2003 ("Resignation Date"), you resign from your position as Executive Vice President of the Company, and the Company accepts such resignation. You will continue to serve as vice chairman and a director of the Company's Board of Directors. 2. Stock Options. a. Original Employee Options. You acknowledge that the stock options identified as "Original Employee Options" on Exhibit A comprise all of the stock options granted to you by the Company. b. Employee Stock Options. i. Terminating Employee Options. Except as set forth in Sections 2(b)(ii) and 2(c) below, the Original Employee Options that were awarded to you as an executive officer of the Company (identified as "Terminating Employee Options" on Exhibit A) ("Terminating Employee Options") will remain exercisable until the earlier of (i) the ninetieth day following the Resignation Date or (ii) the expiration date of the applicable Terminating Employee Options (as applicable, the "Expiration Date"). Any of the Terminating Employee Options that are not exercised by the Expiration Date will be forfeited and cancelled in accordance with the terms of the applicable stock option agreements and 1993 Employee Incentive Plan ("Plan"). All Terminating Employee Options will cease to vest as of the Resignation Date. ii. Accelerated Employee Options. Except as set forth in Section 2(c) below, the portion of the Original Employee Options that, as of the date hereof, are vested and have exercise prices per share exceeding the Fair Market Value (as defined in the Plan) of the common stock of the Company (identified as "Accelerated Employee Options" on Exhibit A) ("Accelerated Employee Options") shall (A) become fully vested and immediately exercisable 1 as of the Resignation Date and (B) remain exercisable until the earlier of (1) the ninetieth day following the date that you cease to be a director of the Company's Board of Directors or (2) May 11, 2006 (as applicable, the "Extended Expiration Date"). Any of the Accelerated Employee Options that are not exercised by the Extended Expiration Date shall be forfeited and cancelled in accordance with the terms of the applicable stock option agreements, as amended, and Plan. c. Director Options. You acknowledge that a portion of the Original Employee Options (identified as "Director Options" on Exhibit A) ("Director Options") were granted to you for services performed as a director of the Company's Board of Directors. The Director Options will remain effective and continue to vest pursuant to the terms of the applicable stock option agreements and Plan. 3. Benefits. Following the Resignation Date, you will not be eligible to receive any other employee compensation or benefits. The foregoing is not intended to affect your eligibility under any director cash compensation plans or director stock option plans approved by the Company's Board of Directors. 4. Release. You agree to and do fully and completely release, discharge and waive any and all claims, complaints, causes of action or demands of whatever kind which you have or may have against the Company, its subsidiaries, affiliates, predecessors and successors and all its past and present directors, officers and employees by reason of any event, matter, cause or thing which occur prior to the date hereof (hereinafter "Executive Claims"). You understand and accept that this Agreement specifically covers, but is not limited to, any and all Executive Claims which you have or may have against the Company relating in any way to any past or current employment agreements or arrangements with the Company, to compensation or reimbursements, or to any other terms, conditions or circumstances of your former employment or service as a consultant, advisor or director of the Company, whether based on statutory or common law claims for employment discrimination (including age discrimination), wrongful discharge, breach of contract or any other theory, whether legal or equitable. Notwithstanding the foregoing, you do not waive any rights which you may be entitled to seek to enforce this Agreement or to seek indemnification against liability incurred as an officer or director of the Company pursuant to your indemnity agreement with the Company or as otherwise provided in the certificate of incorporation of the Company. You acknowledge that this Release shall extend to unknown, as well as known claims, and hereby waives the application of any provision of law, including, without limitation, Cal. Civil Code Section 1542, that purports to limit the scope of a general release. Section 1542 of the California Civil Code provides: 2 "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." /s/ GS ----------------- Initial Here 5. Miscellaneous. a. You affirm your obligation to continue to comply with the terms of the Employment, Confidential Information and Invention Assignment Agreement and your agreement dated May 17, 1999 in accordance with the respective terms of such agreements. We recognize your valuable contributions as Executive Vice President of the Company, and look forward to continuing your relationship as an outside director of the Company's Board of Directors. Sincerely, VERITAS SOFTWARE CORPORATION By: /s/ John Brigden ----------------------------------- Its: Senior Vice President ---------------------------------- Accepted and Agreed as of this 12th day of May 2003: /s/ Geoffrey Squire - ----------------------------- Geoffrey Squire 3 EXHIBIT A SQUIRE OPTIONS - BIFURCATION OF STOCK OPTIONS EFFECTIVE AS OF MAY 12, 2003

* Annual director grants were, on a split adjusted basis, 60,750 in 1998, 29,250 in 1999, 9,750 in 2000 and 6,500 in 2001 under 1993 Director Stock Option Plan and 25,000 in 2002 under 2002 Director Stock Option Plan. (a) Exercise period for Terminating Employee Options will terminate as provided in existing stock option agreement. Vesting will cease as of May 12, 2003. (b) Exercise period for Accelerated Employee Options will be extended to the earlier of (i) the 90th day following cessation of services as a director of VERITAS' Board of Directors or (ii) March 31, 2006. All Accelerated Employee Options will be fully vested as of May 12, 2003. Acknowledged: /s/ Geoffrey Squire - ------------------------- Geoffrey Squire